Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Vaaha, operated by Karuka AI LLC (“Vaaha”, “we”, “us”). By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. The Service

Vaaha is a CPG founder operating system. It provides authenticated access to AI-assisted tools for product discovery, brand development, unit economics, contract analysis, document extraction, partner discovery, and related workflows, plus storage and search over your business documents.

2. Eligibility and accounts

You must be at least 18 years old and able to enter into a binding contract to use the Service. You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Notify us immediately if you suspect unauthorized access.

3. Approval gating

Vaaha is currently invite-only. New accounts may be created (via sign-up or Google sign-in) but require admin approval before they can access founder-side modules. Approval status is at our sole discretion. We may revoke approval at any time.

4. Your content

You retain all ownership rights to the documents, text, images, and other content you upload (“Your Content”). By using the Service, you grant Vaaha a limited, non-exclusive, worldwide, royalty-free, sublicensable license to host, store, process, transmit, modify, create derivative works of (including AI-generated analyses, summaries, redlines, embeddings, and recommendations), back up, and display Your Content as reasonably necessary to provide, secure, and improve the Service, and to comply with applicable law.

Personal data about other people. The licence granted above does not extend to personal data relating to identifiable individuals other than you — including your customers’ names, postal addresses, telephone numbers and email addresses. You should not upload such data except where a feature of the Service expressly requires it, and where you do, you confirm you hold the rights and lawful basis to provide it. We do not use personal data of that kind to generate AI analyses, summaries, redlines, embeddings or recommendations; it is excluded from the AI processing described above. Where the personal data originates from a marketplace or other platform you sell on, your own agreement with that platform continues to govern how you may use and disclose it.

We do not use Your Content to train any external AI model. If we later develop internal models specific to the Service, we will use only de-identified, aggregated content and will update these Terms and our Privacy Policy before doing so. We do not share Your Content with third parties except (i) subprocessors as listed in our Privacy Policy from time to time, (ii) as required by applicable law, valid legal process, or to protect the rights and safety of Vaaha, our users, or the public, or (iii) with your consent.

5. AI-generated output

The Service uses third-party AI models from leading providers (as identified in our Privacy Policy) to generate analyses, summaries, redlines, recommendations, and other outputs based on Your Content (“AI Output”).

AI Output is not professional advice. Contract analyses and proposed redlines are not legal advice and do not create an attorney-client relationship. Regulatory checks (FDA, FDC, etc.) are not regulatory advice. Unit economics calculations are not financial advice. AI Output may contain mistakes, omissions, or hallucinations. You are solely responsible for reviewing AI Output and consulting qualified professionals (lawyers, accountants, regulatory consultants, food scientists) before relying on it for business decisions.

As between you and Vaaha, you may use AI Output generated from Your Content for your business purposes without further payment to Vaaha, subject to the disclaimers in this Section, the terms of Vaaha’s underlying AI model providers, and applicable law. Vaaha claims no ownership in AI Output. The legal status of intellectual property rights in AI-generated content is unsettled, and we make no representation that AI Output is protectable as your intellectual property under copyright or other law.

6. Acceptable use

You agree not to:

• Upload content you don’t have the right to upload, or that infringes anyone else’s intellectual property or privacy rights.
• Use the Service for any illegal purpose, including processing data subject to export controls or sanctions in a way that violates applicable law.
• Attempt to reverse-engineer the Service, scrape it at scale, or use it to build a competing product.
• Bypass our security controls, access another user’s account, or otherwise interfere with the Service’s normal operation.
• Use the AI features to generate content that is unlawful, defamatory, harassing, or otherwise harmful.
• Use the Service to conduct, arrange, or facilitate brushing, incentivised, fake, or otherwise manipulated reviews or feedback, or any other manipulation of marketplace rankings or seller metrics.
• Use the Service to list, market, or distribute counterfeit goods, or goods you are not authorised to sell.
• Use the Service in a way that breaches your own agreements with a connected marketplace or channel, including the Amazon Services Business Solutions Agreement and Amazon’s Selling Partner and Acceptable Use policies. You remain responsible for your compliance with those agreements.

We may suspend or terminate accounts and remove or disable access to specific content that violates these rules, with or without notice.

7. Beta status and changes

The Service is provided in an early-access, evolving state. Features may change, be added, or be removed at any time. We will give reasonable notice for material changes that affect paying users, when paid plans are introduced. During this early-access period, Service features may be modified, removed, or temporarily unavailable, and data may be subject to loss, corruption, or transformation as the Service evolves. You should maintain independent backups of any critical content.

8. Pricing, plans, and promotional offers

The Service is offered on a freemium basis: a set of core modules is available free of charge, and access to additional modules requires a paid subscription plan. Current plans and prices are shown on the billing page inside the Service. We may change our prices, plan structure, or which features belong to which plan; for accounts on an active paid plan, price changes take effect at the start of the next billing period, and we will notify you by email before a price increase applies to you.

We may offer promotional pricing from time to time — including free or discounted access for a limited period or a limited number of accounts. Promotional offers are (i) available only as described at the time of the offer, (ii) non-transferable and not redeemable for cash, and (iii) convert to the then-current standard pricing when the promotional period ends, with email notice before any charge begins. We may modify or withdraw a promotional offer for new signups at any time; doing so does not affect a promotion already applied to your account for its stated duration.

8a. Fair usage

AI-powered features are subject to fair-usage limits so that the Service remains fast and available for everyone. Each account includes an AI-usage allowance that comfortably covers normal interactive business use; where a specific allowance applies to your plan, it is shown inside the Service. For accounts whose sustained or automated usage falls far outside normal patterns (for example, scripted high-volume querying, or using the AI features to provide services to third parties), we may apply soft caps, throttle requests, or ask you about the usage before restoring full capacity. We will not use fair-usage limits to restrict ordinary interactive use by a single business, and we will contact an account in good standing before taking any action that materially restricts it.

9. Third-party services

The Service integrates with third-party providers (listed in the Privacy Policy) for hosting, AI, embeddings, authentication, and similar functions. We have agreements with our subprocessors that require them to handle Your Content consistent with these Terms and our Privacy Policy, and we remain responsible for the acts and omissions of our subprocessors as they relate to the Service. Subprocessor outages or third-party service failures outside our reasonable control are addressed in the Force Majeure provision below.

10. Intellectual property in the Service

The Service’s code, design, brand name, logo, and documentation are owned by Vaaha and protected by intellectual property laws. These Terms do not grant you any rights to the Vaaha brand or platform beyond the limited right to use the Service while your account is in good standing.

11. Termination

You may terminate your account at any time by contacting us. We may suspend or terminate your access for violation of these Terms, for security reasons, or for any reason with reasonable notice. On termination, your data will be deleted as described in the Privacy Policy. Upon termination by either party (other than for material breach by you), you will have thirty (30) days to export Your Content using the in-app export tools or by request to contact@vaaha.ai before permanent deletion.

12. Disclaimers

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, Vaaha disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, or error-free, or that AI Output will be accurate.

13. Limitation of liability

To the maximum extent permitted by law, Vaaha will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising from your use of the Service. Our aggregate liability for direct damages will not exceed the greater of (a) the amount you paid us in the 12 months before the claim, or (b) USD $1,000. The foregoing limitations do not apply to: (i) your indemnification obligations under Section 14; (ii) your breach of Sections 4 (Your Content), 6 (Acceptable use), or 10 (Intellectual property); (iii) liability for gross negligence, willful misconduct, or fraud; or (iv) any liability that cannot be limited under applicable law.

14. Indemnification

You agree to indemnify and hold harmless Vaaha and its officers, directors, employees, and agents from any claim, liability, damage, or expense (including reasonable attorneys’ fees) arising from Your Content, your use of the Service, or your violation of these Terms.

Vaaha will defend, indemnify, and hold you harmless from claims by third parties alleging that the Service (excluding Your Content and AI Output) infringes such third party’s U.S. patent, copyright, or trademark, provided that you (i) notify us promptly of the claim, (ii) give us sole control of the defense and settlement, and (iii) cooperate reasonably at our expense. Our entire liability under this indemnity is subject to the limits in Section 13. If we believe the Service is or may become subject to such a claim, we may, at our option, modify the Service to make it non-infringing, obtain a license, or terminate your access with a pro-rata refund of any prepaid fees.

15. Governing law and disputes

These Terms are governed by the laws of the State of Washington, United States, without regard to its conflict-of-laws principles. Any dispute arising from these Terms or the Service will be brought exclusively in the state or federal courts located in King County, Washington, and you consent to the jurisdiction of those courts.

16. Changes to these Terms

We may update these Terms from time to time. For non-material changes, the updated Terms will take effect on the “Effective date” above and continued use of the Service constitutes acceptance. For material changes (including changes to data handling, AI model usage, fees, or liability), we will notify active users by email at least 30 days in advance where feasible, and will require your explicit acceptance via the Service or by email before the change takes effect for your account.

17. Feedback

If you provide feedback, suggestions, or ideas about the Service (including feature requests, bug reports, or improvement ideas), you grant Vaaha a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose, including incorporating it into the Service, without obligation or compensation to you.

18. Customer publicity

With your prior consent (which may be granted by email or in-app confirmation), we may identify you or your company as a customer of the Service on our website, in marketing materials, and in customer lists, using your name, logo, and a brief description of your use of the Service. You may withdraw this consent at any time by emailing contact@vaaha.ai, in which case we will remove such references from new materials going forward.

19. Copyright complaints (DMCA)

If you believe content available through the Service infringes your copyright, please send a notice that complies with the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to dmca@karuka.ai, including: (i) a physical or electronic signature of the copyright owner or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the allegedly infringing material and its location on the Service; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and you are authorized to act. We will respond to valid notices and may remove or disable access to allegedly infringing material in accordance with the DMCA.

20. Notices

Notices to you will be sent to the email address associated with your account or posted in the Service. Notices to Vaaha must be sent to contact@vaaha.ai and to Karuka AI LLC at its registered address in the State of Washington. Notices are effective upon delivery.

21. Survival

Sections 4 (Your Content) — license grant only, 5 (AI-generated output) — disclaimers and ownership, 10 (Intellectual property), 12 (Disclaimers), 13 (Limitation of liability), 14 (Indemnification), 15 (Governing law and disputes), 17 (Feedback), 20 (Notices), 27 (Independent contractors), 27b (Marketplace fees) — fee-recovery only, 27c (Payments, payouts, and processors), 27d (Taxes), and any other provisions that by their nature should survive termination of these Terms will survive.

22. Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.

23. Force majeure

Neither party will be liable for failure or delay in performance of these Terms (other than payment obligations) caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications failures, and third-party service outages.

24. Assignment

You may not assign or transfer these Terms or your account, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

25. No waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later. No waiver of any provision will be effective unless in writing and signed by an authorized representative of Vaaha.

26. Entire agreement

These Terms, together with our Privacy Policy and any Data Processing Agreement, order form, or other written agreement executed between the parties, constitute the entire agreement between you and Vaaha regarding the Service and supersede all prior agreements and understandings. In the event of a conflict between these Terms and a separately executed written agreement, the separately executed agreement will control to the extent of the conflict.

27. Independent contractors; no employment

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Vaaha. Users who offer services through the Service — including freelancers, specialists, suppliers, and other partners (each a “Provider”) — do so as independent contractors and are not employees, agents, or partners of Vaaha. Providers control the manner and means of their own work, set their own rates, supply their own tools, and are free to offer services elsewhere. Nothing in these Terms or in a Provider’s use of the Service entitles any Provider to employee benefits, wage withholding, workers’ compensation, or unemployment insurance from Vaaha.

27a. Marketplace role; engagements between users

The Service includes a marketplace that helps founders (“Clients”) discover and engage Providers. Any engagement, contract, or transaction between a Client and a Provider is solely between those users. Vaaha is a neutral venue and, where it facilitates payment, a limited payment agent — it is not a party to, and does not guarantee, any engagement. Vaaha does not employ Providers, does not supervise or deliver their work, and is not responsible for the quality, timeliness, legality, or outcome of services exchanged between users. Clients and Providers are each responsible for evaluating one another and for agreeing on the scope, price, deliverables, timeline, confidentiality, and intellectual-property ownership of their engagement. Vaaha may offer optional tools (including agreement templates and electronic signature) to help users document these terms, but using them is each user’s choice and responsibility, and any resulting agreement is between the users only.

27b. Marketplace fees

Listing a profile and receiving requests through the marketplace is free. Where Vaaha processes a payment between a Client and a Provider, Vaaha may charge a service fee — for example, a percentage of the engagement amount (a “marketplace fee”) and/or a fixed placement or subscription fee. The marketplace fee then in effect is disclosed in the Service before a payment is completed. Providers set their own rates; the marketplace fee, if any, is deducted from the amounts Vaaha processes on the Provider’s behalf. We may change our marketplace fees on a going-forward basis with notice as described in Section 16; a change never applies retroactively to a payment already completed.

27c. Payments, payouts, and processors

Payments through the Service are processed by third-party payment providers (currently Stripe), and your use of those payments is subject to the payment provider’s terms. To receive payouts, a Provider must connect and maintain an account with the applicable processor and complete its identity and banking verification. Vaaha is not a bank, money transmitter, or escrow agent. Refunds, chargebacks, reversals, and payment disputes are between the Client and the Provider; Vaaha may, but is not obligated to, help resolve them, and may recover from a Provider any marketplace fee it advanced on a payment that is later refunded or reversed.

27d. Taxes

Each user is solely responsible for determining, collecting, reporting, and paying its own taxes arising from use of the Service and from engagements with other users — including income, self-employment, sales, use, VAT, and GST taxes. Vaaha does not withhold taxes from payments between users. Where Vaaha facilitates payments, applicable law may require Vaaha or its payment processor to collect tax information from you (for example, an IRS Form W-9 or W-8) and to report payments to tax authorities and issue information returns (for example, an IRS Form 1099-K). You agree to provide accurate and complete tax information when requested, and Vaaha or its processor may withhold payouts until the required tax information is provided.

28. Contact

Questions about these Terms? Email contact@vaaha.ai. The legal entity behind Vaaha is Karuka AI LLC, registered in the State of Washington, United States.